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Greencare Capital - 2021 Interim Results


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MaxRets Ventures Plc · MAX

30/07/2021 07:00

Greencare Capital - 2021 Interim Results
RNS Number : 0412H
Greencare Capital PLC
30 July 2021
 

 

 

30 July 2021

Greencare Capital PLC

("Greencare" or the "Company")

 

Unaudited Interim Results for the six months ended 30 April 2021

 

Greencare (AQSE: GRE), the investment company focused on investing in medicinal cannabis, CBD and related wellness areas, today announces its unaudited interim results for the six months ended 30 April 2021.

 

Chief Executive's Strategic and Financial Review

Greencare is an investment company quoted on the Access Segment of the Aquis Stock Exchange ("AQSE") Growth Market, the successor to NEX Exchange Growth Market. The Company was incorporated on 1 October 2019 and its shares were admitted to trading on 30 December 2019.

 

The Company's investment strategy is to focus on investments in the cannabis sectors within countries whose jurisdictions have well-developed and reputable laws and regulations for its production, research and distribution, together with the CBD and hemp sectors. The law and regulation governing the cannabis sector are, however, continually evolving and the Company's investments, where applicable, will only focus on businesses and organisations with activities that are entirely lawful under the jurisdiction in which they operate and are either already lawful or are capable of being lawful in the UK. The Directors therefore believe that such activities should not amount to any offences under the POCA 2002 in the UK.

 

The Company will invest directly or indirectly in public or private companies, in supply and distribution chains, or other business associated with the sector. Investments may take the form of debt or equity and it is expected that such investments will ordinarily seek capital growth in the medium term in preference to income.

 

The Company plans to identify investment opportunities in the cannabis sector predominantly in Europe. The Directors believe that there are numerous investment opportunities within the wellness industry and the fast-growing production, distribution and other associated businesses that will be of interest to the Company. The Company will not invest in the recreational cannabis sector, or in entities or activities supported by it, nor any other related activities which would be deemed illegal under UK legislation.

 

During the period, the Company has reviewed a number of investment opportunities. On 1 April 2021, it announced its first investment of £100,000 in Clearly Supplements Limited ("Clearly"), as part of a £500,000 fund raising by Clearly. The investment was by way of a convertible loan note ("CLN") with a 5 per cent coupon and a 12-month term. Under the terms of the conversion, the CLN would convert at the time of a stock market listing by Clearly, at a 30 per cent discount to the then placing price, subject to a maximum price.

 

Clearly has developed a wide range of products under the Clearly CBD brand. It is also establishing a number of distribution channels which include direct selling and the capability to enter the Asian market, including China, through distributors in Hong Kong. It is also focused on certain other key market segments such as the fitness sector and will, at the same time, be looking to build a retail presence and to operate online. Clearly has also entered into a supply agreement with Hempflax International, Europe's largest independent hemp grower and processor and is planning to seek its own stock market listing in the short to medium term.

 

On 23 April 2021, the Company made its second investment, of £100,000, in Voyager Life Limited ("Voyager"), as part of a £671,000 equity fund raising by Voyager.

 

Voyager, a health and wellness business focused on CBD and hemp seed oil, has developed a range of products under the Voyager and Voyager Life brands, including oils, gummies, bath and skincare products and is already generating revenues. It is currently developing a number of distribution channels which include direct sales, drop shipping, specialist retailers and online marketplaces. The CBD sector is poised for rapid growth, with the UK being one of the world's largest and fastest growing markets for CBD products. Voyager is looking to capitalise on the forecast growth and ongoing regulatory changes in the UK CBD market, which is forecast to be worth more than £1bn by 2025.

 

On 30 June 2021, Voyager announced that it had completed its own IPO and admission to trading on The AQSE Growth Market, with Greencare holding approximately 2.8% of the enlarged issued share capital of Voyager.

 

Since publication of the Company's 2020 Final Results  in April of this year, Fabio Caretta and Nicholas Lee have both stepped down from the board to focus on their other business interests.  Both departed the Company with the Board's thanks. I was appointed to the board on 12 May 2021 as CEO, and the Company is currently assessing the potential for additional appointees to the board.

 

Outlook

The Directors strongly believe that the market sectors which the Company is focused upon investing in are going through a very exciting, transitional period, with the Company well placed to deploy funds to take advantage of the forecast growth and changing regulatory landscape. The recent investments in Clearly and Voyager demonstrate the compelling opportunities available for investment. The Board is currently assessing an ever-increasing pipeline of other potential transactions and very much looks forward to updating the market further in the near future.

 

Richard Tonthat

Chief Executive Officer

30 July 2021

 

 

 

Enquiries:

 

Greencare Capital plc

Richard Tonthat, CEO

 

+44 (0)20 7933 8780

Cairn Financial Advisers LLP

AQSE Corporate Adviser

Jo Turner / James Lewis

 

+44 (0)20 7213 0885

 

 

 

 

Walbrook PR Limited

Paul Vann/Nicholas Johnson

 

+44 (0)20 7933 8780

+44 (0)7768 807631

greencarecapital@walbrookpr.com

 

 

Greencare Capital plc

Unaudited Condensed Statement of Comprehensive Income

For the period ended 30 April 2021

 

 

Note

Period ended 30 April 2021 Unaudited £'000

Period ended 30 April 2020 Unaudited £'000

Period ended 30 October 2020 Audited £'000

 

 

 

 

 

 

 

 

 

 

Administrative expenses

 

(102)

(46)

(427)

 

 

 

 

 

Operating loss

 

(102)

(46)

(427)

 

 

 

 

 

Interest income

 

-

-

-

 

 

 

 

 

Loss before tax

 

(102)

(46)

(427)

 

 

 

 

 

Taxation

 

-

-

-

 

 

 

 

 

Loss for the period

 

(102)

(46)

(427)

 

 

 

 

 

Other comprehensive income

 

-

-

-

 

 

 

 

 

Total comprehensive loss for the period

 

(102)

(46)

(427)

 

 

 

 

 

 

 

 

 

 

Earnings/(loss) per share (pence) from continuing operations attributable to owners of the Company:

 

 

 

 

Basic

3

(0.007)

(0.004)

(0.040)

Diluted

3

(0.007)

(0.004)

(0.040)

 

Greencare Capital plc

Unaudited Condensed Statement of Financial Position

As at 30 April 2021

 

 

Note

30 April 2021

Unaudited £'000

30 April 2020 Unaudited £'000

30 October 2020 Audited £'000

 

 

 

 

 

Non-current assets

 

 

 

 

Investments

 

100

-

-

 

 

100

-

-

Current assets

 

 

 

 

Trade and other receivables

 

154

10

38

Cash and cash equivalents

 

1,151

522

1,463

Total current assets

 

1,305

532

1,501

 

 

 

 

 

Total assets

 

1,405

532

1,501

 

Current liabilities

 

 

 

 

Trade and other payables

 

81

83

80

Total current liabilities

 

81

83

80

 

 

 

 

 

Net assets

 

1,324

449

1,421

 

 

 

 

 

Capital and reserves

 

 

 

 

Share capital

2

148

121

148

Share premium

 

1,587

374

1,587

Share based payment reserve

 

118

-

113

Retained earnings

 

(529)

(46)

     (427)

Total equity

 

1,324

449

1,421

 

 

 

Greencare Capital plc

Unaudited Condensed Statement of Changes in Equity

As at 30 April 2021

 

1 January 2020 to 30 April 2020

 

 

 

 

 

 

Share capital

Share premium

Share based payment reserve

Retained earnings

Total

 

£'000

£'000

£'000

£'000

£'000

 

 

 

 

 

 

Balance at 1 January 2020

 

 

 

 

 

 

 

 

 

 

 

Loss for the period

-

-

-

(46)

(46)

Issue of shares

121

374

-

-

495

 

 

 

 

 

 

Balance at 30 April 2020

121

374

-

(46)

449

 

 

 

 

 

 

Loss for the period

-

-

-

(381)

(381)

Issue of shares

27

1,460

-

-

1,487

Share issue costs

-

(138)

-

-

(138)

Share based payments

-

(109)

113

-

4

 

 

 

 

 

 

Balance at 30 October 2020

148

1,587

113

(427)

1,421

 

 

 

 

 

 

Loss for the period

-

-

-

(102)

(102)

Share based payments

-

-

5

-

5

 

 

 

 

 

 

Balance at 30 April 2021

148

1,587

118

(529)

1,324

 

 

 

 

 

 

 

 

 

 

Greencare Capital plc

Unaudited Condensed Statement of Cash Flows

For the period ended 30 April 2021

 

 

 

 

 

6 months to 30 April 2021

Unaudited £'000

Period ended 30 April 2020

Unaudited £'000

 

 

 

Period ended

30 October 2020   Audited £'000

 

 

 

 

Cash from operating activities

 

 

 

Loss before tax

(102)

(46)

(427)

 

 

 

 

Adjustments for:

 

 

 

 

 

 

 

Share based payment charge

5

-

4

(Increase)/decrease in trade and other receivables

(16)

(9)

(38)

Increase/(decrease) in trade and other payables

1

83

80

Net cash used in operating activities

(112)

27

(381)

 

 

 

 

Cash flows from investing activities 

 

 

 

Purchase of investment

(100)

-

-

Loans advanced

(100)

-

-

Net cash from investing activities

(200)

-

-

 

 

 

 

Cash flows from financing activities 

 

 

 

Proceeds from issue of shares (net of issue costs)

-

495

1,844

Net cash from financing activities

-

495

1,844

 

 

 

 

Net cash flow for the year

(312)

522

1,463

 

 

 

 

Cash and cash equivalents at beginning of year

1,463

-

-

Cash and cash equivalents at end of year

1,151

522

1,463

         

 

 

 

 

 

 

 

Greencare Capital plc

Notes to the financial statements

For the period ended 30 April 2021

 

 

1. General information

 

Greencare Capital plc is a public limited company limited by shares and was incorporated in England on 1 October 2019 with company number 12237710. Its registered office is 5 Fleet Place, London, EC4M 7RD.

 

The Company's shares are traded on the Aquis Stock Exchange Growth Market under ticker ECP and ISIN number GB00BJBYK814. 

 

The Company's investment strategy is to focus on investments in cannabis sectors within countries that have well-developed and reputable laws and regulations for its production, research and distribution; and the CBD and hemp sectors.

 

The Company was first incorporated on 1 October 2019 and so the period ended 31 October 2020 represents a 13-month period and the period ended 30 April 2020 represents a 7-month period.

 

The condensed interim financial statements do not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. The interim results have not been reviewed by the Company's Auditors.

 

The financial information for the period ended 30 April 2021 is prepared in compliance with United Kingdom Accounting Standards, including Financial Reporting Standard 102, "The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland" ("FRS 102") and the Companies Act 2006. The condensed interim financial statements were authorised for issue on 27 July 2021.

 

2. Share capital

 

 

Number of Ordinary Shares of 0.01 pence each

Amount

£

At 30 April 2020

12,057,474

120,574

At 30 October 2020

14,792,374

147,923

At 30 April 2021

14,792,374

147,923

 

 

 

On incorporation, the company issued 1,000 ordinary shares of £1 each for a cash price of £1 per share.

 

On 9 December 2019, the Company subdivided 1,000 ordinary shares of £1 each into 100,000 ordinary shares of £0.01. At the same time, the Company issued 9,900,000 ordinary shares of £0.01.

 

On 30 December 2019, the Company issued 2,057,374 ordinary shares of £0.01 at a cash price of £0.25 per share.

 

On 30 April 2020, the Company issued 2,735,000 ordinary shares of £0.01 at a cash price of £0.50 per share.

 

The number of warrants outstanding as at the period end was 2,375,878.

 

 

 

3. Earnings per share

 

6 months to 30 April 2021

Unaudited £'000

Period ended 30 April 2020

Unaudited £'000

Period ended 30 October 2020 Audited £'000

Earnings

 

 

 

Loss for the period

(102)

(46)

(427)

 

 

 

 

Number of shares

 

 

 

Weighted average number of shares for the purposes of basic and diluted

14,792,374

 

11,645,899

10,714,296

Basic loss per share (pence)

(0.007)

(0.004)

(0.040)

Fully diluted loss per share (pence)

(0.007)

(0.004)

(0.040)

 

4. Post balance sheet events

On 1 July 2021, the Company announced that it had adopted a new unapproved Employees' Share Scheme (the "2021 Scheme") and made a grant of 360,000 share options to Richard Tonthat with an exercise price of 30.5p.

 

Vesting criteria for options granted under the Scheme are as follows:

Amount vesting

Time conditions

Performance criteria

50% ("Tranche one")

On the business day following the first financial year end following the date of grant

the NAV on the Tranche One Vesting Date not being less than the NAV on the Grant Date

50% ("Tranche two")

On the business day following the second financial year end following the date of grant

the NAV on the Tranche Two Vesting Date being a minimum of 10% higher than the NAV on the Grant Date

 

5. Distribution of interim report

 

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